67-298. Conversion; articles of conversion.

248 words·~1 min read·/ne/chapter-67/67-298

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

(a)After a plan of conversion is approved, a domestic limited partnership that is being converted shall deliver to the Secretary of State for filing articles of conversion which shall include all of the following:

(1)A statement that the domestic limited partnership has been converted into another entity;

(2)The name and form of the other entity and the jurisdiction of its governing statute;

(3)The date the conversion is effective under the governing statute of the converted entity;

(4)A statement that the conversion was approved as required by sections 67-446 to 67-453 ;

(5)A statement that the conversion was approved as required by the governing statute of the converted entity; and

(6)A domestic limited partnership converting into a foreign limited liability company shall deliver to the office of the Secretary of State for filing

(A)a certificate which sets forth all of the information required to be in the certificate or other instrument of conversion filed pursuant to the laws under which the resulting foreign limited liability company is formed and

(B)an agreement that the resulting foreign limited liability company may be served with process within or outside this state in any proceeding in the courts of this state for the enforcement of any obligation of the former domestic corporation.

(b)The conversion shall become effective as provided by the Nebraska Uniform Limited Liability Company Act, the Uniform Partnership Act of 1998, or the governing statute of the foreign limited liability company.